UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
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(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF EXCHANGE
ACT
For the transition period from to
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Commission file number 0-29685
Paygard, Inc.
-----------------------
Full Name of Registrant
Total Horizon, Inc.
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Former Name of Registrant
Nevada 95-4783100
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 South Center Street Suite 500
Reno, Nevada 89501
- ---------------------------------------- ---------------
(Address of principal executive offices) (Zip code)
(775) 284-3700 Ext. 1615
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(Issuer's telephone number)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of January 27, 2004 Common stock 56,515,000 shares.
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [ X]
<page>
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, December 31,
2003 2002
----------- -----------
(Restated)
ASSETS
Current Assets
Inventory $ 16,243 $ -
Prepaid expenses 24,918 -
Advance to Pay2 Limited 11,031 -
----------- -----------
Total current assets 52,192 -
Security deposits 3,134 -
----------- -----------
Total Assets $ 55,326 $ -
=========== ===========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable $ 36,606 $ -
Payable to affiliate 757,759 -
Accrued expenses - officers 552,231 67,338
Advances - officers 7,544 -
----------- -----------
Total current liabilities 1,354,140 67,338
------------ -----------
Shareholders' (Deficit)
Common stock,
75,000,000 shares authorized;
$0.001 par value; issued and
Outstanding, 6,815,000 shares 6,815 6,815
Additional paid-in capital 433,940 433,940
Foreign currency translation
adjustments (54) -
(Deficit) accumulated during
the development stage (1,739,515) (508,093)
------------ ----------
Total shareholders'(deficit) (1,298,814) (67,338)
------------ ----------
Total Liabilities and
Shareholders'(Deficit) $ 55,326 $ -
============ ==========
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Inception
Three Months Three Months (January 31, 2000)
Ended Ended to
March 31, 2003 March 31, 2002 March 31, 2003
-------------- -------------- ------------------
(Restated) (Restated)
Expenses:
General and
Administrative 433 137 $ 21,405 $ 758,230
Product development 757,309 - 757,309
Marketing and sales 40,976 - 40,976
Write-off securities - - 183,000
------------ ----------- -----------
(Loss) from
operations (1,231,422) (21,405) (1,739,515)
Income taxes - - -
------------ ----------- -----------
Net (loss) $ (1,231,422) $ (21,405) (1,739,515)
============ =========== ===========
Basic (Loss) per
Common Share $ (.18) $ (.01) (.40)
============ =========== ===========
Diluted (Loss) per
Common Share $ (.18) $ (.01) (.40)
============ =========== ===========
Weighted Average
Common Shares 6,815,000 6,122,059 4,356,883
============ =========== ===========
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT)
Three months ended March 31,2003
(Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
------ ------ -------- ----------- -----
Balance,
December 31,2002 6,815,000 $6,815 $433,940 $(508,093) $(67,338)
Net loss
for the three
months ended
March 31, 2003
(restated) - - - $(1,231,422) $(1,231,476)
--------- ------ -------- ---------- ---------
Balance,
March 31, 2003
(restated) 6,815,000 $6,815 $433,940 $(1,739,515) $(1,298,814) ========= =====
========== ========== ========= =========== ===========
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Three Months January 31, 2000
Ended Ended (Inception) to
March 31, 2003 March 31, 2002 March 31, 2003
-------------- -------------- ----------------
(Restated) (Restated)
Cash flows from
operating activities:
Net (loss) $(1,231,422) $ (21,405) $ (1,739,515)
Adjustments to
reconcile net (loss)
to cash from
operating activities:
Change in assets
and liabilities
Increase/(decrease)
Inventory (16,243) - (16,243)
Prepaid (24,918) - (24,918)
Advance to Pay2 (11,031) - (11,031)
Accounts payable 36,606 - 36,606
Payable to affiliate 757,759 - 757,759
Officer accruals
and advances 492,437 - 559,775
Deposits (3,134) - (3,134)
Stock issued for
services - - 90,555
Write-off securities - - 183,000
----------- ---------- -----------
54 - (167,146)
----------- ---------- -----------
Net cash from
financing activities:
Sale of common stock - - 167,200
----------- ---------- -----------
Currency translation
adjustments (54) - (54)
----------- ---------- -----------
Increase (decrease)
in cash - - -
Cash, beginning
of period $ - - -
----------- ----------- -----------
Cash, end of period $ - $ - $ -
=========== =========== ===========
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
Note A - Basis of Presentation and Business
The accompanying unaudited condensed consolidated financial statements
of Paygard, Inc. (formerly known as Total Horizon, Inc., the "Company" or
"Paygard") were prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial condition for the
periods presented have been included. Such adjustments are of a normal recurring
nature. The results of operations for the three month period ended March 31,
2003, are not necessarily indicative of the results of operations that can be
expected for the year ending December 31, 2003. For further information, refer
to the Company's audited financial statements and footnotes thereto included in
Item 7 of Form 10-KSB filed by the Company on April 15, 2003.
Paygard, Inc. was incorporated in the state of Nevada on January 31,
2000, and is a development stage enterprise. The unaudited consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiary ATM Cards (Europe) Limited ("ACE"), a United Kingdom entity. All
intercompany balances and transactions have been eliminated in consolidation.
All amounts in these consolidated financial statements and notes thereto
are stated in U.S. dollars. All balances and transactions have been converted to
U.S. dollars at the appropriate prevailing exchange rate.
The Company's financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. From inception to
date, the Company has incurred significant outstanding current obligations, has
earned no revenue and has incurred a substantial net loss. This factor, among
others, raises substantial doubt as to the Company's ability to continue as a
going concern.
Paygard's activities during the first quarter of 2003 were focused on
developing a prepaid stored value card incorporating either a Visa Electron or
MasterCard Maestro logo that can be loaded and reloaded by money transfer by
cash, check, or credit card. The product is designed to offer greater choice,
convenience and control over spending in various transaction circumstances both
on and off-line. The Company is targeting the product in situations where
traditional bank or credit/debit card accounts may be difficult to establish or
use.
The Company's wholly-owned subsidiary, ACE was dormant for the period
under review. ACE was registered with Her Majesty's Customs and Excise (Business
Services and Taxes) as a Money Service Provider in October 2003.
Note B - Restatement of March 31, 2003 Interim Financial Statements
The accompanying March 31, 2003 unaudited financial statements have been
restated as follows:
Originally Filed
Restated Difference
Balance Sheet Data
Assets $55,326 $ - $55,326 c
Liabilities (1,354,140) (122,909) (1,231,231) a,b
Shareholders' deficit 1,298,814 122,909 1,175,905
First Quarter 2003
Net (loss) $(1,231,422) $(22,000) $(1,209,422)
Net (loss) per share $(.18) $(.01) $(.17)
Inception to Date
Net (loss) $(1,739,515) $(573,664) $(1,165,851)
Net (loss) per share $(.40) $(.12) $(.28)
The restatement is primarily the result of the following adjustments:
a) On March 1, 2003, the Company entered into a Service Agreement with an
affiliate, Apollo Consulting Limited ("Apollo"). The agreement required
the Company to assume and reimburse Apollo for certain business
development costs expended by Apollo. As of March 31, 2003, the amount
of these obligations totaled approximately $760,000, and the Board of
Directors subsequently ratified their assumption. The restatement
recognizes these obligations.
b) As of March 31, 2003, business development expenses of approximately
$429,000 had been incurred by officers, or had been charged to the
Company by them for consulting services. These amounts have been
ratified by the Board of Directors and assumed as Company obligations.
Of these debts, approximately $415,000 had not previously been recorded
by the Company. The restatement recognizes these additional
obligations.
c) In accounting for the obligations identified above, it was determined
that approximately $55,000 of the related transactions resulted in
assets as reflected in the accompanying balance sheet.
These adjustments have been recorded as corrections of errors, and
accordingly, the March 31, 2003 interim financial statements have been restated.
Note C - Recent Accounting Pronouncements
In June 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No.146, "Accounting for Costs Associated with Exit or Disposal Activities".
SFAS No. 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity". SFAS No. 146 generally requires a liability
for a cost associated with an exit or disposal activity to be recognized and
measured initially at its fair value in the period in which the liability is
incurred. The pronouncement is effective for exit or disposal activities
initiated after December 31, 2002. The Company does not believe that the
adoption of SFAS No. 146 will have any impact on its financial position or
results of operations.
SFAS No. 147, "Acquisitions of Certain Financial Institutions," was
issued in December 2002 and is not expected to apply to the Company's current or
planned activities.
In December 2002, the FASB approved SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of SFAS No.
123". SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation" to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. FAS No. 148
is effective for financial statements for fiscal years ending after December 15,
2002. The Company will continue to account for stock based compensation using
the methods detailed in its' stock-based compensation accounting policy.
In April 2003, the FASB approved SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS No. 149 is not expected
to apply to the Company's current or planned activities.
In June 2003, the FASB approved SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. SFAS No. 150 is not expected to have an
effect on the Company's financial position.
Note D - Related Party Relationships and Transactions
Background
Inherent in the accounting process is the reasonable assumption that
financial statements reflect measurements of bargained, arms-length negotiations
by independent parties. In the event of significant related party transactions,
this assumption may not be valid. A related party is a person or entity that can
control or significantly influence management or operating policies of another
entity to the extent one of the entities may be prevented from pursuing its own
interests.
Due to the many transactions of the company with persons and entities
related to it, there can be no assurance that financial position and/or results
of operations would be the same as if the transactions had been entered into as
arm's length transactions with unrelated persons or entities.
Related Party Relationships
The Company has the following relationships through common ownership of
other entities or business relationships. These entities have conducted or are
anticipated to conduct business with the Company in the future.
Apollo Consulting Limited - ("Apollo")
Apollo Consulting Limited is based in London. Apollo provides extensive
administrative services to Paygard and Pay2 and employs all personnel engaged in
Paygard's business activities. Apollo also contracts for all required computer,
call center and specialized stored value expertise for Pay2 and Paygard.
Significant stored value system development expenditures were incurred prior to
March 31, 2003 by Apollo, an affiliate of Paygard, pursuant to a Service
Agreement dated March 1, 2003. To date, the funding required for these services
have been provided by Argonaut. Apollo is owned, managed and controlled by a
Paygard director, Lord E. Timothy Razzall and owned by John A. Mitchell's
spouse.
Argonaut Associates Limited, Cyprus - ("Argonaut")
Argonaut, based in Cyprus was responsible for the July 2003 equity
financing of Paygard arranged with Boston Fidelity (see Note E). Prior to the
financing, Argonaut loaned Paygard and its affiliates $1.2 million on an
unsecured, interest-free basis, to be repaid as and when Paygard's cash flow
permits. The agreement to repay the loan was concluded in July 2003 and
accordingly, the liability and accompanying expense will be recorded in the
third quarter 2003. Argonaut has also entered into a letter agreement in July
2003 to act as consultants to IPT - (see below) for a three year period
beginning October 1, 2003 for $300,000 per year. Argonaut Corporate Services LTD
London (an affiliate) is also the lessor of Paygard's London office facilities.
Two of Argonaut's Directors are two Paygard directors, Lord Razzall and John
Mitchell. The two latter own 55% of Pay2.
TERFIN TRADING LTD, CYPRUS ("TERFIN")
Terfin is a company owned by Graham Newall which owns 6,250,000 shares in
Paygard (11.01%). Terfin is entitled to an annual fee of US$ 150,000 from IPT
for providing management and consultancy services for a period of 3 years.
Pay2 Limited - ("Pay2")
Pay2 Limited is incorporated in and operates in the Isle of
Man. The technology to be utilized by Paygard was originally developed
by Pay2 with whom Paygard, has a ten-year exclusive license. As
consideration, Pay2 received 4 million shares in Paygard. Among its
activities, has developed a common brand that is part of the license to
Paygard. Two of Pay2's six directors serve on Paygard's seven-person
board of directors. Pay2 owns 1.2% of Paygard.
Interpaytech Limited - ("IPT")
Interpaytech Limited is a wholly-owned subsidiary of Pay2 and
is based in Nicosia, Cyprus. Paygard has entered into a resellers
agreement with IPT, the details of which are yet to be finalized.
Boston Fidelity Limited - ("Boston Fidelity")
Boston, Fidelity Limited is a Bermuda entity based in Singapore. Boston
Fidelity has a marketing fee agreement with Paygard whereby under certain
conditions it will receive $5 per each new card issued by IPT up to a total of
$5 million. Boston Fidelity became a 35.4% owner of Paygard as a result of its
July 2003 investment (see Note E). Boston Fidelity is beneficially owned by the
families of two of Paygard's directors that also serve on the board of directors
of Boston Fidelity (see below).
Airwaves Consultants Limited - ("Airwaves")
Airwaves Consultants Limited is a British Virgin Islands
company based in Tortola, BVI. Airwaves entered into a July 2003 letter
agreement to provide management and marketing consultation to IPT for
three years beginning October 1, 2003 for $225,000 per year. Airwaves
owns 60% of Boston Fidelity.
Fine Choice Securities Limited - ("Fine Choice")
Fine Choice Securities Limited is a British Virgin Islands
company based in Tortola, BVI. Fine Choice entered into a July 203
letter agreement to provide management and marketing consultation to
IPT for three years beginning October 1, 2003 for $225,000 per year.
Fine Choice owns 40% of Boston Fidelity.
Both Airwaves and Fine Choice Securities are beneficially
owned by the families of two of Paygard's directors that also serve on
the board of directors of Boston Fidelity.
Miramas Services Limited - ("Miramas")
Miramas is a Swiss company based in Guernsey, Channel Islands. Paygard
has retained Miramas for corporate and financial advice for three years
beginning October 1, 2003 for $150,000 per year. In addition, Miramas is
entitled to 1.147% of Paygard annual net profit over the ten year life of the
Paygard license with Pay2. Miramas owns 9.1% of Paygard.
Related Party Transactions (through March 31, 2003)
Under a Service Agreement with Apollo, the Company is responsible to
reimburse Apollo's expenses, plus a 10% overhead processing markup. The
cumulative expenditures and 10% cost markup incurred on behalf of Paygard by
Apollo through March 31, 2003 amounted to $696,771 and $60,988, respectively.
The combined amount, $757,759 is an outstanding obligation as of March 31, 2003.
The Company began recognizing these expenditures upon execution of the Service
Agreement on March 1, 2003. Included in these charges are office rentals of
$78,021 payable to the landlord (Argonaut).
During the period August 2001 to March 31, 2003, the Company recorded a
total of $429,321 of charges from Chairman of the Board of Directors John A.
Mitchell ($142,238) and Chief Executive Officer Graham R. Newall ($287,083),
incurred on Paygard's behalf. The charges include consulting fees of the
officers ($398,401), and legal, accounting, travel and various other expenses.
As of March 31, 2003, the Company owed officers $7,543 for advances
they had made to finance operations of the Company's wholly-owned subsidiary.
These advances have subsequently been repaid.
As of March 31, 2003, the Company had outstanding loans to Pay2 of
$11,031.
Note E - Events Subsequent to March 31, 2003
- --------------------------------------------
In July 2003, the Company entered into a financing agreement with an
unrelated investor, Boston Fidelity. Under the agreement, Boston Fidelity
subscribed to purchase 15,815,000 common shares over the succeeding four months
for approximately $4,800,000. An independent financial consultant was paid
$300,000 from the gross proceeds in connection therewith.
In July 2003, the Company agreed to repay Argonaut $1,200,000 for
expenditures Argonaut had made to develop the stored value business system. The
obligation is a non-interest bearing promissory note that is due when cash flow
of the Company permits.
In July 2003, Argonaut sold 4,185,000 of its shares in Paygard to
Boston Fidelity, for which Boston paid $1,200,000 in consideration.
Item 2. Plan of Operation
During the next twelve months the Company, a development stage
enterprise, anticipates commencing planned principal operations, i.e. marketing
and sales of stored value products such as prepaid cards. It also expects to
become listed on the Over-the-Counter Electronic Bulletin Board. There can of
course, be no assurance of success in achieving either of the foregoing
objectives.
Management believes the Company has enough cash for the next twelve
months to sustain operations. Nevertheless, the Company is exploring additional
public and private financing opportunities.
Product development will be pursued on an as needed basis. Currently,
the Company has no plans for significant capital investments.
The Company has outsourced its human resource requirements to a
management services company, Apollo Consulting Limited, a related party.
Management expects increased expenditures for its human resource needs over the
next twelve months.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of the "safe-harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements. All
statements, other than statements of historical facts included in this Form,
regarding the Company's financial position, business strategy, and plans and
objectives of management of the Company for future operations, are
forward-looking statements.
Item 3. Controls and Procedures
(a) ITEM 3. CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and
President have evaluated, within 90 days prior to the filing of this quarterly
report, the effectiveness of the design, maintenance and operation of the
Company's' disclosure controls and procedures. As a result of the evaluation and
review of its controls and procedures, the financial statements contained in
this 10Q have been restated, as stated in Note B of the Notes to the financial
statements. Management has determined that the Company's disclosure controls and
procedures are effective in ensuring that the information required to be
disclosed by the Company in the reports that it files under the Exchange Act is
accurate and is recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and regulations.
Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an entity's
disclosure objectives. The likelihood of achieving such objectives is affected
by limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as errors or mistakes
or intentional circumvention of established processes.
There have been no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation thereof, including any corrective actions with regard to
significant deficiencies and material weaknesses.
(b) Not applicable.
Item 4. Quantitative and Qualitative Disclosure about Market Risk
The Company had no operations or investments during the quarter which
could have been affected by market fluctuations.
Item 5. Management's Discussion and Analysis of Financial condition and Results
of Operations
Management Discussion
The Company intends operating a pay-as-you-go consumer payment system
that allows online transactions for consumers. The Company's product will be a
stored value prepaid card incorporating a VISA Electron flag that can be loaded
and reloaded by money transfer, with cash, checks, or by credit card, offering
greater choice, convenience and control over spending in a variety of
circumstances, allowing users to transact both on and off-line.
The Company is targeting its stored value products at situations where
traditional bank, credit/debit card accounts may be difficult to establish or
use given the nature of the transaction. The Company's payment system enables
any individual to transact either on-line or at normal retail outlets in a safe
and easy to us environment.
It is envisaged that the Company will be able to issue cards to people
in virtually any country in the world and operates a multiple currency system
that offers a payment solution in most denominated currencies.
Results of Operations
The Company has been in the development stage of operations and had, as
at March 31, 2003, yet to commence formal trading activity - accordingly no
revenue had been achieved. Management's focus has been on the development of its
bespoke database payment system and the development and marketing of its
pre-paid products.
Management envisages that formal trading activity will commence during
the second quarter of 2003.
During the quarter the Company incurred general and administrative
expenses of $433,137 compared to $21,405 in the period in 2002. Product
development costs were $757,309 in the quarter and no such costs were incurred
in 2002. Marketing and selling expense was $40,976 in 2003 compared to none in
2002.
The Company's net loss from operations was ($1,231,422) in the quarter
in 2003 compared to ($21,405) in the quarter in 2002. The net loss per share in
the quarter was ($.18) in 2003 compared to ($.01) per share in 2002.
The Company expects the trend of losses to continue until revenues from
operations can be achieved. The Company will need substantial additional capital
to fund operations, and there is no assurance such capital will be achieved.
Critical Accounting Policies and Estimates
Given that the Company is in the formative stages, accounting policies
are, similarly, in the development stage, but will conform to accounting
principles generally accepted in the United States of America. Management is
aware that preparation of its financial statements requires the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, expenses and related disclosure of contingent assets and liabilities.
On an ongoing basis, the Company will evaluate its estimates, including those
related to bad debts, inventories, income taxes, contingencies and litigation.
The Company bases its estimates on its business plan and on the assumptions
contained therein, which are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions and
conditions.
The Company believes its' most critical accounting policies to date
include recognition of start-up and product development costs and the
corresponding accounts payable and accrued liabilities. The Company expenses all
start-up and product development costs in accordance with the American Institute
of Certified Public Accountants' Statement of Position 98-5, "Reporting the
Costs of Start-Up Activities."
Contractual Obligations
As of March 31, 2003, the Company did not have any capital lease or operating
lease obligations. All of the Company's other obligations are due upon demand or
within the forthcoming twelve months.
PART II- OTHER INFORMATION
- --------------------------------------------
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
Three Exhibits: Sarbanes-Oxley Certifications.
No reports on Form 8K were filed during the quarter ended March 31,
2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Paygard, Inc.
FKA Total Horizon, Inc.
/s/ Colin Gervaise-Brazier
Dated: April 19, 2004 ----------------------------
Colin Gervaise-Brazier, President